12 LCW Seventh Amendment
PREPARED BY: Cheryl Parkman
Human Resources Director
Reviewed by: Town Manager, Assistant Town Manager, Town Attorney, and Finance Director
110 E. Main Street Los Gatos, CA 95030 ● (408) 354-6832
www.losgatosca.gov
TOWN OF LOS GATOS
COUNCIL AGENDA REPORT
MEETING DATE: 08/05/2025 ITEM NO: 12
DATE: July 25, 2025
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Seventh Amendment to a Special Services Agreement with Liebert Cassidy
Whitmore (LCW)
RECOMMENDATION: Authorize the Town Manager to execute a Seventh Amendment
(Attachment 1) to a special services agreement with Liebert Cassidy
Whitmore.
FISCAL IMPACT:
There is no additional fiscal impact associated with the seventh amendment as there is
sufficient funding remaining in the contract to provide services through Fiscal Year (FY) 2025-
26. Staff estimates that costs for FY 2025-26 will not exceed $80,000, which is consistent with
the average amount spent per year and is already included in the adopted FY 2025-26 budget.
STRATEGIC PRIORITIES:
This item relates to the Town’s strategic priority of prudent financial management as LCW helps
the Town with employee relations and labor relations issues to mitigate any significant financial
risks associated with those areas.
BACKGROUND:
In 2018, Liebert Cassidy Whitmore (LCW) was selected as a single source provider for labor and
employment relations services, and services were continued in 2020 as the result of a
competitive interview process. LCW provides valuable negotiations and employee relations
legal guidance and has established a good rapport with the Town’s bargaining units.
On May 17, 2022, the Town Council authorized the Town Manager to execute a First
Amendment to the Special Services Agreement with LCW to extend the term through June 30,
PAGE 2 OF 3 SUBJECT: Seventh Amendment to Agreement with Liebert Cassidy Whitmore (LCW) DATE: July 25, 2025
2024 and to increase compensation in the amount of $15,000 for a total contract amount not
to exceed $180,000.
On September 20, 2022, the Town Council authorized the Town Manager to execute a Second
Amendment to the Special Services Agreement with LCW to increase compensation in the
amount of $50,000 for a total contract amount not to exceed $230,000.
On September 19, 2023, the Town Council authorized the Town Manager to execute a Third
Amendment to the Special Services Agreement with LCW to increase compensation in the
amount of $50,000 for a total contract amount not to exceed $280,000.
On October 17, 2023, the Town Council authorized the Town Manager to execute a Fourth
Amendment (Attachment 5) to the Special Services Agreement with LCW to increase
compensation in the amount of $150,000 for a total contract amount not to exceed $430,000.
On June 18, 2024, the Town Council authorized the Town Manager to execute a Fifth
Amendment to the special services agreement with LCW to increase the compensation in the
amount of $120,000 for a total contract not to exceed $550,000.
On August 6, 2024, the Town Council authorized the Town Manager to execute a Sixth
Amendment to the special services agreement with LCW to update the fee schedule for LCW
hourly rates.
DISCUSSION:
The current agreement expired on June 30, 2025. The proposed Seventh Amendment would
extend the term to June 30, 2026, and update LCW’s rates. LCW provides ongoing legal services
related to employee and labor relations issues, and it would be detrimental to the Town if the
Human Resources staff lost the continuity of services provided by LCW.
CONCLUSION:
LCW has been highly effective in assisting the Town with labor negotiations and employment
relations support. Staff recommend that the Town Council authorize the Town Manager to
execute the Seventh Amendment to extend the term of the agreement.
COORDINATION:
This memo was coordinated with the Finance Department and the Town Attorney’s Office.
PAGE 3 OF 3 SUBJECT: Seventh Amendment to Agreement with Liebert Cassidy Whitmore (LCW) DATE: July 25, 2025
ENVIRONMENTAL ASSESSMENT:
This is not a project defined under CEQA, and no further action is required.
Attachments:
1. Seventh Amendment
2. Combined First Amendment with Original Agreement through Sixth Amendment
SEVENTH AMENDMENT TO AGREEMENT FOR SPECIAL SERVICES
PREAMBLE
THIS SEVENTH AMENDMENT TO AGREEMENT is entered into this 1st day of July, 2025, by and
between the Town of Los Gatos, State of California, herein called the “Town,” and Liebert Cassidy
Whitmore, a Professional Corporation (“Attorney”), herein called the “Attorney.”
I.RECITALS
A.Town and Attorney entered into a Special Services Agreement from February 1, 2020,
through February 1, 2022 (“Agreement”).
B.Town and Attorney entered into a First Amendment to Agreement on May 17, 2022.
C.Town and Attorney entered into a Second Amendment to Agreement on September 12, 2022.
D.Town and Attorney entered into a Third Amendment to Agreement on September 19, 2023.
E.Town and Attorney entered into a Fourth Amendment to Agreement on October 17, 2023.
F.Town and Attorney entered into a Fifth Amendment to Agreement on June 18, 2024.
G.Town and Attorney entered into a Sixth Amendment to Agreement on August 6, 2024.
II.AMENDMENT
1.The fee schedule associated with the hourly rates for the following consultant positions shall be
increased to the following amounts:
Partners $465.00
Senior Counsel $385.00
Associates $295.00 - $365.00
Labor Relations/Human Resources Consultant $305.00
Classification and Compensation Consultant $230.00
Paralegals $165.00
E-Discovery Specialists $185.00
Law Clerks $180.00 - $200.00
2.The Town desires to extend the Agreement from July 1, 2025 through June 30, 2026.
Attachment 1
3.All other terms and conditions of the Agreement dated February 1, 2020, the First Amendment
dated May 17, 2022, Second Amendment dated September 12, 2022, Third Amendment dated
September 19, 2023, Fourth Amendment dated October 17, 2023, Fifth Amendment dated June
18, 2024, and Sixth Amendment dated August 6, 2024, remain in full force and effect.
IN WITNESS WHEREOF, the Town and Attorney have executed the Seventh Amendment to Agreement
as of the date indicated above.
Town of Los Gatos: Attorney:
By: By:
Chris Constantin J.Scott Tiedemann, Managing Partner
Town Manager Liebert Cassidy Whitmore
Department Approval:
Cheryl Parkman
Human Resources Director
Approved as to Form:
Gabrielle Whelan
Town Attorney
Attest:
Wendy Wood
Town Clerk
MEMORANDUM
DATE: July 1, 2025
TO: Gabrielle Whelan, Town Attorney
FROM: Cheryl Parkman, Human Resources Director
SUBJECT: Single Source for Approval by Town Attorney: Liebert Cassidy Whitmore – FY 2025/26
Purpose
This memorandum provides justification for the continued use of Liebert Cassidy Whitmore (LCW) as
the single-source provider of labor and employment legal services and human resources consulting for
the Town of Los Gatos.
Background
The Town of Los Gatos has maintained a professional services agreement with LCW since 2007, relying
on their specialized expertise for labor relations, employment law, negotiations support, and employee
relations consulting. The Town has amended this agreement as needed to reflect service scope and
rate adjustments, most recently through the Seventh Amendment, effective July 1, 2025.
Justification for Sole Source Selection
1. Exclusive Public Sector Expertise:
LCW is a recognized statewide leader in public agency labor and employment law, providing
representation exclusively to public sector clients. Their attorneys and consultants possess in-depth
knowledge of California labor statutes, including the Meyers-Milias-Brown Act (MMBA), the Public
Employees’ Retirement Law (PERL), and applicable state and federal employment laws.
2. Continuity and Institutional Knowledge:
LCW’s 18-year history of service to the Town has resulted in a deep understanding of the Town’s
personnel systems, labor agreements, and historical labor relations matters, allowing them to provide
more efficient and tailored legal services. This continuity supports operational stability and eliminates
the learning curve and transition costs associated with onboarding a new provider.
3. Comprehensive Legal and Consulting Services:
LCW delivers a full spectrum of services, including labor negotiations, discipline and grievance process
guidance, employment litigation defense, administrative hearing representation, and human resources
consulting services such as classification and compensation studies and workforce policy advisement.
This broad expertise allows the Town to manage multiple labor and employment needs through a
single, trusted provider.
4. Sole Provider of Specialized Services:
LCW operates as a specialized legal services firm with no alternative or comparable vendors offering
the same depth of experience and comprehensive services focused exclusively on public agencies. A
competitive solicitation process would not result in materially different options that could match
LCW’s scope, value, or institutional familiarity with the Town.
Conclusion
Based on LCW’s public sector specialization, longstanding service history, and comprehensive scope of
services, it is in the Town’s best interest to continue utilizing LCW’s services on a single-source basis,
without soliciting formal competitive proposals.
Recommended By: Approved By:
____________________________________ ______________________________________
Cheryl Parkman, Date Gabrielle Whelan, Date
Human Resources Director Town Attorney
Attest:
______________________________________
Wendy Wood, CMC, Town Clerk Date
SIXTH AMENDMENT TO AGREEMENT FOR SPECIAL SERVICES
THIS SIXTH AMENDMENT TO AGREEMENT is entered into this 6th day of August, 2024, by and
between the Town of Los Gatos, State of California, herein called the “Town,” and Liebert Cassidy
Whitmore, a Professional Corporation (“Attorney”), herein called the “Attorney.”
RECITALS
A.Town and Attorney entered into a Special Services Agreement from February 1, 2020,
through February 1, 2022 (“Agreement”).
B.Town and Attorney entered into a First Amendment to Agreement on May 17, 2022.
C.Town and Attorney entered into a Second Amendment to Agreement on September 12, 2022.
D.Town and Attorney entered into a Third Amendment to Agreement on September 19, 2023.
E.Town and Attorney entered into a Fourth Amendment to Agreement on October 17, 2023.
F.Town and Attorney entered into a Fifth Amendment to Agreement on June 18, 2024,
AMENDMENT
1.The fee schedule associated with the hourly rates for the following consultant positions shall be
increased to the following amounts:
Partners $430.00
Senior Counsel $360.00
Associates $270.00 - $340.00
Labor Relations/Human Resources Consultant $280.00
Classification and Compensation Consultant $210.00
Paralegals $150.00
E-Discovery Specialists $175.00
Law Clerks $150.00 - $185.00
2.All other terms and conditions of the Agreement dated February 1, 2020, the First Amendment
dated May 17, 2022, Second Amendment dated September 12, 2022, Third Amendment dated
September 19, 2023, Fourth Amendment dated October 17, 2023, and Fifth Amendment dated
June 18, 2024, remain in full force and effect.
IN WITNESS WHEREOF, the Town and Attorney have executed the Sixth Amendment to Agreement as of
the date indicated above.
Town of Los Gatos: Attorney:
By: By:
Katy Nomura J.Scott Tiedemann, Managing Partner
Interim Town Manager Liebert Cassidy Whitmore
Docusign Envelope ID: 9ABFA863-2F52-436B-85E6-8EBCFEEC7628
9/23/20249/25/2024
ATTACHMENT 2
Department Approval:
Cheryl Parkman
Human Resources Director
Approved as to Form:
Gabrielle Whelan
Town Attorney
Attest:
Wendy Wood
Town Clerk
Docusign Envelope ID: 9ABFA863-2F52-436B-85E6-8EBCFEEC7628
9/23/2024
9/24/2024
9/25/2024
FIFTH AMENDMENT TO AGREEMENT FOR SPECIAL SERVICES
THIS FIFTH AMENDMENT TO AGREEMENT is entered into this 1st day of July, 2024, by and
between the Town of Los Gatos, State of California, herein called the “Town,” and Liebert Cassidy
Whitmore, a Professional Corporation (“Attorney”), herein called the “Attorney.”
RECITALS
A.Town and Attorney entered into a Special Services Agreement from February 1, 2020,
through February 1, 2022 (“Agreement”).
B.Town and Attorney entered into a First Amendment to Agreement on May 17, 2022.
C.Town and Attorney entered into a Second Amendment to Agreement on September 12, 2022.
D.Town and Attorney entered into a Third Amendment to Agreement on September 19, 2023.
E.Town and Attorney entered into a Fourth Amendment to Agreement on October 17, 2023.
AMENDMENT
1.Total compensation by the Town for the Attorney’s services shall increase by an additional
$120,000, not to exceed $550,000 over the course of the agreement.
2.The Town desires to extend the Agreement from July 1, 2024 through June 30, 2025.
3.All other terms and conditions of the Agreement dated February 1, 2020, the First Amendment
dated May 17, 2022, Second Amendment dated September 12, 2022, Third Amendment dated
September 19, 2023, and Fourth Amendment dated October 17, 2023 remain in full force and
effect.
IN WITNESS WHEREOF, the Town and Attorney have executed the Fifth Amendment to Agreement as of
the date indicated above.
Town of Los Gatos: Attorney:
By: By:
Katy Nomura J.Scott Tiedemann, Managing Partner
Interim Town Manager Liebert Cassidy Whitmore
Department Approval:
Katy Nomura
Interim Town Manager
Docusign Envelope ID: 02751A2A-1660-4509-9407-2FA17A737491
9/20/20249/24/2024
9/24/2024
Approved as to Form:
Gabrielle Whelan
Town Attorney
Attest:
Wendy Wood
Town Clerk
Docusign Envelope ID: 02751A2A-1660-4509-9407-2FA17A737491
9/23/2024
9/24/2024
DocuSign Envelope ID: F709E150-B3B8-4C9B-994F-22D9C90698A1
LIEBERT CASSIDY WHITMORE
FEE SCHEDULE
Pmtners $415.00
Senior Counsel $345.00
Associates $230.00 -$325.00
Labor Relations/Human Resources Consultant $260.00
Paralegals $145.00
E-Discovery Specialists $145.00
Law Clerks $145.00 -$185.00
DocuSign Envelope ID F709E150-B3B8-4C9B-994F-22D9C90698A1
•AGR .;i.o. D.14?
IHH ------
AGREEMENT FOR SPECIAL SERVICES
This Agreement is entered into between the law firm of UEBERT CASSIDY
WHITMORE, A Professional Corporation ("Attorney"), and the TOWN OF LOS
GATOS, A Municipal Corporation ("Town").
t.Conditions
This Agreement will not take effect, and Attorney will have no obligation to
provide services, until Town returns a properly signed and executed copy of this
Agreement.
2.Attorney's Services
Attorney agrees to provide Town with consulting, representational and legal
services pertaining to employment relations matters, including representation in
negotiations and in administrative and court proceedings, as requested by Town or
otherwise required by law.
3.Fees, Costs, Expenses
Town agrees to pay Attorney the sums billed monthly for time spent by Attorney
in providing the services, including reasonable travel time. to-n..\.. co_:.npe--vi S cm oor1 -hi I vv �� 6v1a;n'o n Of-Th-LS .�c.e-e '
The cunent range of hourly rates for Attorney time is from Two Hundred Ten to l� V\ot
e�c..ee& Three Hundred Eighty Dollars ($210.00 • $380.00). See Schedule I for a full Fee <Et, l(,ps; ooo.
Schedule. Attorney reviews its hourly rates on an annual basis and, if appropriate,
adjusts them effective July l. Attorney will provide the Town with written notification of
any adjustment in the range of rates. Attorney bills its time in minimum units of one
tenth of an hour. 9120460.1 LC00l-009